SEC Form 4 · accession 0001179110-18-011881
PetIQ, Inc. · PETQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Nathan Clarke
Director
Period of report
Sep 28, 2018
Accepted (ET)
Oct 2, 2018 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001668673
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Sep 28, 2018 | C | 166,000 | $0.00 | A | 166,000 | I | See Footnote |
| Class A Common StockF3,F2 | Oct 1, 2018 | S | 166,000 | $37.1475 | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F5,F4 | — | Sep 28, 2018 | C | 166,000 | D | — | — | Class A Common Stock | 166,000 | 1,793,680 | I |
Explanation of responses
- F1Represents the exchange of Class B Common Stock into Class A Common Stock held of record by the reporting person.
- F2The converted shares are held by The JNC 101 Trust. Andrea Clarke, the wife of James Clarke, is the trustee of this trust and exercises voting and investment control over all shares held by the trust. Also includes 889,123 shares of Class B Common Stock held by the JNC 101 Trust, 239,916 shares of Class B Common Stock held by the James N. Clarke Irrevocable Trust, dated December 27, 2012, of which Mrs. Clarke is the trustee and 239,916 shares of Class B Common Stock held by the Andrea M. Clarke Irrevocable Trust, dated December 27, 2012, of which Mr. Clarke is the trustee.
- F3Represents shares of Class A Common Stock sold to the underwriters pursuant to an underwritten public offering that closed on October 1, 2018. The price per share received by the reporting person is equal to the public offering price of $39.00, less the underwriting discount.
- F4Each share of Class B Common Stock may be exchanged for one share of Class A Common Stock at the option of the holder and has no expiration date.
- F5Includes 353,703 shares of Class B Common Stock held by Labore et Honore LLC and 71,022 shares of Class B Common Stock held by Clarke Capital Partners LLC (collectively, the "Clarke Capital Entities"). Mr. Clarke is the manager of the Clarke Capital Entities and has voting and investment control over, and may be deemed the beneficial owner of, the shares of Class B Common Stock held by the Clarke Capital Entities.